This chapter begins with a sketch of Herbert Spencer approach to the analysis of societies in order to understand the context in which he develops his analysis of the professions. Spencer sees the professions as related intimately to one particular form of societal organization, namely industrial society, but much of the interest of his work derives from the way in which he traces their evolution from functional alternatives in earlier societies. Religious institutions play a particularly critical part in societal evolution and are the key to Spencer's analysis of the professions. The value of Spencer's analysis of the regulatory mechanisms that control interchanges within the industrial system is partly obscured by the overlying political ideology. Spencer, by contrast, places the relations between the state and the professions at the centre of his analysis of the regulatory system of industrial societies.